<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ENZO BIOCHEM, INC.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
ENZO BIOCHEM, INC.
60 EXECUTIVE BOULEVARD
FARMINGDALE, NEW YORK 11735
(516) 755-5500
------
NOTICE OF ANNUAL MEETNG OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1996
------
To the Shareholders of Enzo Biochem, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Enzo
Biochem, Inc. (the "Company") will be held at The American Stock Exchange, 86
Trinity Place, 13th Floor Board Room, New York, New York 10006-1881, on
January 12, 1996, 9:30 A.M. local time, for the following purposes:
1. To elect John J. Delucca and Barry W. Weiner as Class II directors for a
term of three years or until their successors are elected and qualified; and
2. To ratify the appointment of Ernst & Young LLP as the independent auditors
for the Company for the year ending July 31, 1996.
The close of business on November 27, 1995 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote
at the meeting. The transfer books of the Company will not be closed.
All shareholders are cordially invited to attend the meeting. Whether or
not you expect to attend, you are requested to sign, date and return the
enclosed proxy promptly. Shareholders who execute proxies retain the right to
revoke them at any time prior to the voting thereof by filing written notice
of such revocation with the Secretary of the Company, by submission of a duly
executed proxy bearing a later date or by voting in person at the Annual
Meeting of Shareholders. Attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any written notice revoking a proxy
should be sent to Secretary, Enzo Biochem, Inc., 60 Executive Boulevard,
Farmingdale, New York 11735. A return envelope which requires no postage if
mailed in the United States is enclosed for your convenience.
By Order of the Board of Directors
Barry W. Weiner, Secretary
Farmingdale, New York
November 28, 1995
<PAGE>
ENZO BIOCHEM, INC.
60 EXECUTIVE BOULEVARD
FARMINGDALE, NEW YORK 11735
(516) 755-5500
------
PROXY STATEMENT
------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1996
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Enzo Biochem, Inc. (the "Company") of proxies in
the enclosed form for the Annual Meeting of Shareholders to be held at The
American Stock Exchange, 86 Trinity Place, 13th Floor Board Room, New York,
New York 10006-1881, on January 12, 1996, at 9:30 A.M. local time, and for
any adjournment or adjournments thereof, for the purposes set forth in the
foregoing Notice of Annual Meeting of Shareholders. The persons named in the
enclosed proxy form will vote the shares for which they are appointed in
accordance with the directions of the shareholders appointing them. In the
absence of such directions, such shares will be voted FOR proposals 1 and 2
listed below and, in their best judgment, will be voted on any other matters
as may come before the meeting. Any shareholder giving such a proxy has the
power to revoke the same at any time before it is voted by filing written
notice of such revocation with the Secretary of the Company, by submission of
a duly executed proxy bearing a later date or by voting in person at the
Annual Meeting of Shareholders. Attendance at the Annual Meeting will not in
and of itself constitute revocation of a proxy. Any written notice revoking a
proxy should be sent to Secretary, Enzo Biochem, Inc., 60 Executive
Boulevard, Farmingdale, New York 11735. A return envelope which requires no
postage if mailed in the United States is enclosed for your convenience.
The principal executive offices of the Company are located at 60 Executive
Boulevard, Farmingdale, New York 11735. The approximate date on which this
Proxy Statement and the accompanying form of proxy will first be sent or
given to the Company's shareholders is November 28, 1995.
VOTING SECURITIES
Only holders of shares of Common Stock, par value $.01 per share
("Shares"), of record as of the close of business on November 27, 1995 are
entitled to vote at the meeting. On the record date there were issued and
outstanding 21,422,650 Shares. Each outstanding Share is entitled to one vote
upon all matters to be acted upon at the meeting. The holders of a majority
of the outstanding Shares shall constitute a quorum.
Directors are elected by a plurality of votes cast at the meeting. A
majority of the votes cast is required to ratify the appointment of the
auditors. Under the corporate law of the State of New York, the Company's
state of incorporation, "votes cast" at a meeting of shareholders by the
holders of Shares entitled to vote are determinative of the outcome of the
meeting subject to vote. Abstentions, broker non-votes or withheld votes will
not be considered "votes cast" based upon the Company's understanding of
state law requirements and its articles of incorporation and by-laws.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Set forth below is information concerning stock ownership of all persons
known by the Company to own beneficially 5% or more of the Shares, the
executive officers named under "Executive Compensation," all directors, and
all directors and executive officers of the Company as a group based upon the
number of outstanding Shares at November 27, 1995. For the purposes of this
Proxy Statement, beneficial ownership is defined in accordance with the rules
of the Securities and Exchange Commission and generally means the power to
vote or to dispose of the securities regardless of any economic interest
therein.
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percent
Beneficial Owner (1) of Class
- - - - - - ----------------------------------- -------------------- --------
<S> <C> <C>
Elazar Rabbani, Ph.D. 1,414,835(2) 6.6%
60 Executive Boulevard
Farmingdale, N.Y. 11735
Shahram K. Rabbani 1,414,885(2)(3) 6.6%
60 Executive Boulevard
Farmingdale, N.Y. 11735
Barry W. Weiner 807,285(4) 3.7%
60 Executive Boulevard
Farmingdale, N.Y. 11735
J. Morton Davis 1,552,480(5) 7.2%
c/o D.H. Blair Investment
Banking Corp.
44 Wall Street
New York, N.Y. 10005
John B. Sias 67,891(6) .3%
c/o Enzo Biochem, Inc.
60 Executive Boulevard
Farmingdale, N.Y. 11735
John J. Delucca 0(7) 0%
c/o Enzo Biochem, Inc.
60 Executive Boulevard
Farmingdale, N.Y. 11735
Dean Engelhardt, Ph.D. 157,264(8) .7%
c/o Enzo Biochem, Inc.
60 Executive Boulevard
Farmingdale, N.Y. 11735
Norman Kelker, Ph.D. 116,295(9) .5%
c/o Enzo Biochem, Inc.
60 Executive Boulevard
Farmingdale, N.Y. 11735
All directors and executive officers 4,066,633(10)(11) 18.4%
as a group (10 persons)
</TABLE>
- - - - - - ------
(1) All Shares are beneficially owned and the sole investment and voting
power is held by the persons named, except as otherwise noted.
(2) Includes 633,150 Shares contributed by each of Elazar and Shahram K.
Rabbani to a general partnership (the "Partnership") in which Dr. and
Mr. Rabbani, and Barry W. Weiner and his wife are partners, and includes
Shares issuable upon exercise of options to purchase 93,788 Shares
granted to each of Elazar and Shahram K. Rabbani which are exercisable
within 60 days. Does not include Shares issuable upon exercise of
options to purchase 166,972 Shares granted to each of Elazar and Shahram
K. Rabbani which are not exercisable within 60 days.
(3) Includes 50 shares held in the name of Mr. Rabbani's son.
(4) Includes 633,150 Shares contributed by Mr. and Mrs. Weiner to the
Partnership. Includes Shares issuable upon exercise of options to
2
<PAGE>
purchase 174,135 Shares granted to Barry Weiner which are exercisable
within 60 days. Does not include Shares issuable upon exercise of options
to purchase 118,125 Shares granted to Mr. Weiner.
(5) Includes (i) 1,102,465 Shares owned by D.H. Blair Investment Banking
Corp. ("Blair Banking") of which Mr. Davis is Chairman of the Board and
sole shareholder of an entity which is the parent and sole shareholder
of Blair Banking; (ii) 15,300 shares issuable to Blair Banking upon
exercise of immediately exercisable warrants; (iii) 374,760 Shares owned
by Engex, Inc., a closed-end investment company of which Mr. Davis is
the Chairman of the Board; (iv) 18,165 Shares owned by Mr. Davis' wife,
Rosalind Davidowitz; and (v) 41,790 Shares owned by Rivkalex
Corporation, a privately-held corporation owned by Rosalind Davidowitz.
Does not include 51,345 Shares owned by Kinder Investments, L.P., a
Delaware limited partnership whose limited partners include the children
and grandchildren of Mr. Davis. Mr. Davis has expressly disclaimed
beneficial ownership of all securities held by Rosalind Davidowitz,
Rivkalex Corporation or Kinder Investments, L.P. for any purpose.
(6) Includes Shares issuable upon exercise of options to purchase 52,929
Shares which are exercisable within 60 days. Does not include 7,875
Shares issuable upon exercise of options held by Mr. Sias which are not
exercisable within 60 days.
(7) Does not include 7,875 Shares issuable upon exercise of options held by
Mr. Delucca which are not exercisable with 60 days.
(8) Includes Shares issuable upon exercise of options to purchase 124,504
Shares which are exercisable within 60 days. Does not include 15,750
Shares issuable upon exercise of options held by Dr. Engelhardt which
are not exercisable within 60 days.
(9) Includes options to purchase 105,735 Shares which are exercisable within
60 days. Does not include 5,250 shares issuable upon exercise of options
held by Dr. Kelker which are not exercisable within 60 days.
(10) Includes Shares issuable upon exercise of options to purchase 674,080
Shares which are exercisable within 60 days. Does not include 536,463
Shares issuable upon exercise of options held by such individuals which
are not exercisable within 60 days.
(11) The total number of directors and executive officers includes three
executive officers who were not named under "Executive Compensation".
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table below.
Each executive officer of the Company serves at the pleasure of the Board of
Directors.
<TABLE>
<CAPTION>
Year Became An
Name Age Executive Officer Position
- - - - - - ---- --- ----------------- --------
<S> <C> <C> <C>
Elazar Rabbani, Ph.D. 51 1976 President, Chairman of the
Board of Directors and Chief
Executive Officer
Shahram K. Rabbani 43 1976 Executive Vice President,
Treasurer, Director
Barry W. Weiner 45 1977 Executive Vice President,
Secretary and Director
Norman E. Kelker, Ph.D. 56 1981 Senior Vice President
Dean Engelhardt, Ph.D. 55 1981 Senior Vice President
Herbert B. Bass 47 1995 Vice President of Finance
Barbara E. Thalenfeld, Ph.D. 55 1995 Vice President, Corporate
Development
David C. Goldberg 38 1995 Vice President, Business
Development
</TABLE>
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Company has a classified Board of Directors which directors serve
staggered three-year terms. At the Annual Meeting two directors will be elected
to hold office for a term of three years or until their successors are elected
and qualified. The accompanying form of proxy will be voted for the election of
the nominees listed below, to serve as directors, and who are currently
directors of the Company, unless the proxy contains contrary instructions.
Management has no reason to believe that the nominees will not be candidates or
will be unable to serve as directors. However, in the event that the nominees
should become unable or unwilling to serve as directors, the proxy will be voted
for the election of such persons as shall be designated by the directors.
THE FOLLOWING IS INFORMATION REGARDING THE NOMINEES FOR ELECTION AS CLASS
II DIRECTORS TO SERVE UNTIL THE 1999 ANNUAL MEETING:
NOMINEES
CLASS II: NEW TERM TO EXPIRE IN 1999
<TABLE>
<CAPTION>
Name Age Year First Became A Director
- - - - - - ---- --- ----------------------------
<S> <C> <C>
John J. Delucca 52 1982
Barry W. Weiner 45 1976
</TABLE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE-NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
THE FOLLOWING IS INFORMATION REGARDING THE DIRECTORS WHO ARE CONTINUING IN
OFFICE:
DIRECTORS CONTINUING IN OFFICE
CLASS I: TERM TO EXPIRE IN 1998
<TABLE>
<CAPTION>
Name Age Year First Became a Director
- - - - - - ---- --- ----------------------------
<S> <C> <C>
Shahram K. Rabbani 43 1976
</TABLE>
CLASS III: TERM TO EXPIRE IN 1997
<TABLE>
<CAPTION>
Name Age Year First Became a Director
- - - - - - ---- --- ----------------------------
<S> <C> <C>
John B. Sias 68 1982
Dr. Elazar Rabbani 51 1976
</TABLE>
BIOGRAPHICAL INFORMATION
DR. ELAZAR RABBANI (age 51) has served as President and Chairman of the
Board of Directors of the Company since its organization in 1976. Dr. Rabbani
received his B.A. degree from New York University in Chemistry and his Ph.D.
degree in Biochemistry from Columbia University. He is a member of the
American Society for Microbiology.
SHAHRAM K. RABBANI (age 43) has been Executive Vice President of the
Company since September 1981 and a Vice President, Treasurer and a Director
of the Company since its organization. Mr. Rabbani received a B.A. degree in
Chemistry from Adelphi University.
BARRY W. WEINER (age 45) has been an Executive Vice President of the
Company since September 1981, a Vice President and Director of the Company
since its organization and Secretary since March 1980. He was employed by
Colgate-Palmolive Company, New York, New York from August 1974 until March
1980, when he joined the Company on a full-time basis. Mr. Weiner received
his B.S. degree in Economics from New York University and an M.B.A. from
Boston University.
4
<PAGE>
JOHN J. DELUCCA (age 52) has been a Director of the Company since January
1982. Since October 1993, Mr. Delucca has been Senior Vice President and
Treasurer of RJR Nabisco, Inc. From January 1992 until October 1993, he was
the Chief Financial Officer and Managing Director of Hascoe Associates, Inc.
From October 1, 1990 until January 1992, he served as President and Chief
Financial Officer of The Lexington Group, Ltd. From September 1988 until
September 1990, he had been Senior Vice President - Finance of The Trump
Group. From May 1986 until August 1988, he was Senior Vice President -
Finance at International Controls Corp. From February 1985 until May 1986, he
was a Vice President and Treasurer of Textron, Inc. Prior to that he was a
Vice President and Treasurer of the Avco Corporation, which was acquired by
Textron. Mr. Delucca is also a Director of Edison Controls Corp. and Nature's
Food Centre.
JOHN B. SIAS (age 68) has been a Director of the Company since January
1982. Since April 1993, Mr. Sias has been President and Chief Executive
Officer of Chronicle Publishing Company. From January 1986 until December
1992, Mr. Sias was President of ABC Television Network Division and Executive
Vice President, Capital Cities/ABC, Inc. He had from 1977 until January 1986
been the Executive Vice President, President of the Publishing Division
(which includes Fairchild Publications) of Capital Cities Communications,
Inc. Mr. Sias is a Director of California Investment Trust.
DR. NORMAN E. KELKER (age 56) has been a Vice President of the Company
since September 1981. Effective January 1, 1989, he was promoted to Senior
Vice President. From 1975 until he joined the Company, Dr. Kelker was an
Associate Professor in the Department of Microbiology of the New York
University School of Medicine. He holds a Ph.D. from Michigan State
University.
DR. DEAN ENGELHARDT (age 55) has been Vice President since September 1981.
Effective January 1, 1989, he was promoted to Senior Vice President. Prior to
joining the Company he was Associate Professor of Microbiology at Columbia
University College of Physicians and Surgeons. He obtained his Ph.D. from
Rockefeller University.
HERBERT B. BASS (age 47) is Vice President of Finance and has been with
the Company since 1986. Prior to his position as Vice President of Finance,
Mr. Bass was the Corporate Controller of Enzo. From 1979 to 1986, Mr. Bass
held various positions at Danziger & Friedman, Certified Public Accountants,
the most recent of which was audit manager. For the preceding seven years he
held various positions at Berenson & Berenson, C.P.A.'s. Mr. Bass holds a
Bachelor degree in Business Administration from Baruch College.
DR. BARBARA E. THALENFELD (age 55) is Vice President of Corporate
Development and has been with the Company since 1982. Prior to joining the
Company, she held an NIH research fellowship at Columbia University. She
received a Ph.D. from Hebrew University-Hadassah Medical Center and an MS
from Yale University.
DAVID C. GOLDBERG (age 38) is Vice President of Business Development.
Prior to joining the Company in 1985, he was employed at DuPont NEN Products.
He received an MS from Rutgers University and an M.B.A. from New York
University.
Dr. Elazar Rabbani and Shahram K. Rabbani are brothers and Barry W. Weiner
is their brother-in-law.
MEETINGS OF THE BOARD
During the fiscal year ended July 31, 1995 there were four formal meetings
of the Board of Directors, several actions by unanimous consent and several
informal meetings. The Board of Directors has an Audit Committee and Stock
Option Committee, each of which was organized in November 1982. During the
fiscal year ended July 31, 1995 there was one meeting of the Audit Committee
and three meetings of the Stock Option Committee. Each director of the
Company attended at least 75% of all Board and Committee meetings of which he
was a member during the fiscal year ended July 31, 1995.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee is authorized to review proposals of the Company's
auditors regarding annual audits, recommend the engagement or discharge of
the auditors, review recommendations of such auditors concerning accounting
principles and the adequacy of internal controls and accounting procedures
and practices, to review the scope of the annual audit, to approve or
5
<PAGE>
disapprove each professional service or type of service other than standard
auditing services to be provided by the auditors, and to review and discuss the
audited financial statements with the auditors. Its members are Shahram K.
Rabbani, John B. Sias and John J. Delucca.
The Stock Option Committee has the plenary authority in its discretion to
determine the purchase price of the Common Stock issuable upon the exercise
of each option, to determine the employees to whom, and the time or times at
which options shall be granted and the number of shares to be issuable upon
the exercise of each option, to interpret the plans, to prescribe, amend and
rescind rules and regulations relating to them, to determine the term and
provisions of the respective option agreements and to make all other
determinations deemed necessary or advisable for the administration of the
plans. Its members are Messrs. Sias and Delucca.
The Company does not have a formal Compensation Committee, Nominating
Committee or Executive Committee of the Board of Directors.
SECTION 16(A) REPORTING UNDER THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of common stock and other equity
securities of the Company. Such executive officers, directors and greater
than 10% beneficial owners are required by S.E.C. regulation to furnish the
Company with copies of all Section 16(a) forms filed by such reporting
persons.
Based solely on the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the
Company believes that all filing requirements applicable to the Company's
executive officers, directors and greater than 10% beneficial owners were
complied with.
6
<PAGE>
EXECUTIVE COMPENSATION
In 1992, the United States Securities and Exchange Commission amended the
proxy disclosure requirements covering compensation of executive officers.
These requirements call for a new format that includes a report by the Board
of Directors on the Company's policies for making executive compensation
decisions, including the factors and criteria on which the chief executive
officer's pay is based, a series of tables covering annual and long-term
compensation and a performance graph comparing the Company's five-year
cumulative total shareholder return with the cumulative return of the
American Stock Exchange Market Value Index and another selected index.
The following summary compensation table sets forth the aggregate
compensation paid by the Company to its chief executive officer and to the
Company's four other most highly compensated executive officers whose annual
compensation exceeded $100,000 for the fiscal year ended July 31, 1995
(collectively, the "Named Executive Officers") for services during the fiscal
years ended July 31, 1995, 1994 and 1993 (giving effect to the Company's 5%
stock dividend effective on July 3, 1995):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Name and Annual Compensation Awards
Principal Position Year Salary ($) Bonus($) Options/SARs(#)
- - - - - - -------------------------------- ------ ---------- --------- ---------------
<S> <C> <C> <C> <C>
Elazar Rabbani, Ph.D., 1995 240,621 120,000 --
Chairman of the Board 1994 224,400 60,000 222,630
of Directors, President and CEO 1993 194,609 50,000 --
Shahram K. Rabbani, 1995 199,600 100,000 --
Executive Vice President, 1994 186,585 50,000 222,630
Director and Treasurer 1993 162,262 40,000 --
Barry W. Weiner, 1995 199,600 100,000 --
Executive Vice President, 1994 186,585 50,000 157,500
Secretary and Director 1993 162,262 40,000 --
Dean Engelhardt, Ph.D., 1995 135,770 20,000 5,250
Senior Vice President 1994 125,766 15,000 10,500
1993 113,650 10,000 --
Norman Kelker, Ph.D. 1995 135,770 15,000 5,250
Senior Vice President 1994 125,766 15,000 --
1993 113,650 10,000 --
</TABLE>
The Company does not have a Compensation Committee or other board
committee performing equivalent functions. During the fiscal year ended July
31, 1995, deliberations concerning executive officer compensation were made
by the Company's Board of Directors, which board includes Elazar Rabbani,
Ph.D. (Chairman of the Board, President and CEO of the Company), Shahram K.
Rabbani (Executive Vice President and Treasurer of the Company), Barry W.
Weiner (Executive Vice President and Secretary of the Company), John J.
Delucca and John B. Sias.
7
<PAGE>
OPTION GRANTS IN FISCAL 1995
The following table sets forth, as to the Named Executive Officers,
certain information relating to stock options granted during the fiscal year
ended July 31, 1995 (giving effect to the Company's 5% stock dividend effective
on July 3, 1995).
<TABLE>
<CAPTION>
Potential Realizable
Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term(l)
---------------------------------------------------------------------- -------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base Expiration
Granted(#) in Fiscal Year Price ($/Sh) Date 5% ($) 10%($)
-------------- ------------------ -------------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Elazar Rabbani, Ph.D. -- -- -- -- -- --
Shahram K. Rabbani -- -- -- -- -- --
Barry W. Weiner -- -- -- -- -- --
Dean Engelhardt, Ph.D. 5,250 1.84 9.167 2005 78,393 124,828
Norman Kelker, Ph.D. 5,250 1.84 9.167 2005 78,393 124,828
</TABLE>
- - - - - - ------
(1) The 5% and the 10% assumed rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of the future Common Stock price. Of
course, the actual realizable value of the stock options will depend on
the appreciation of the stock price and the executive officer's continued
employment with the Company through the applicable vesting periods of the
stock options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information with respect to stock
option exercises by the Named Executive Officers during the fiscal year ended
July 31, 1995 and the value of unexercised options held by them at fiscal
year-end (giving effect to the Company's 5% stock dividend effective
on July 3, 1995).
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at In-the-Money
Fiscal Year Options at
End(#) Fiscal Year End($)(1)
-------------------------------- --------------------------------
Shares Acquired Value
Name on Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Elazar Rabbani, Ph. D. 30,000 256,800 93,788 166,972 936,453 1,246,446
Shahram K. Rabbani 30,000 256,800 93,788 166,972 936,453 1,246,446
Barry W. Weiner -- -- 174,135 118,125 2,142,036 882,422
Dean Engelhardt, Ph.D. -- -- 124,504 15,750 1,799,317 118,906
Norman Kelker, Ph.D. -- -- 105,735 5,250 1,543,012 40,469
</TABLE>
- - - - - - ------
(1) Market value of the underlying securities at fiscal year end minus the
exercise price
EMPLOYMENT AGREEMENTS
Each of Mr. Barry Weiner, Mr. Shahram Rabbani and Dr. Elazar Rabbani (the
"Executives") are parties to an employment agreement effective May 4, 1994
(the "Employment Agreement(s)") with the Company. Pursuant to the terms of
their respective Employment Agreements, Messrs. Weiner and Rabbani and Dr.
Rabbani are compensated at a base annual salary of $202,800, $202,800 and
$244,400, respectively. Each Executive will also receive an annual bonus, the
amount of which shall be determined by the Board of Directors in its
discretion. Each Employment Agreement provides that, in the event of
termination of the Executive for good reason or without cause (or,
additionally, in the case of Dr. Rabbani, a nonrenewal), as such terms are
defined therein, each Executive shall be entitled to receive: (a) a lump sum
in an amount equal to three (3) years of the Executive's base annual salary;
(b) a lump sum in an amount equal to the product of (i) the annual bonus paid
by the Company to the Executive for the last fiscal year of the Company ending
8
<PAGE>
prior to the date of termination multiplied by (ii) three (3); (c) insurance
coverage for the Executive and his dependents, at the same level and at the same
charges to the Executive as immediately prior to his termination, for a period
of three (3) years following his termination from the Company; (d) all accrued
obligations, as defined therein; and (e) with respect to each incentive pay plan
(other than stock option or other equity plans) of the Company in which the
Executive participated at the time of termination, an amount equal to the amount
the Executive would have earned if he had continued employment for three (3)
additional years. If the Executive is terminated by reason of his disability, he
shall be entitled to receive, for three (3) years after such termination, his
base annual salary less any amounts received under a long term disability plan.
If the Executive is terminated by reason of his death, his legal representatives
shall receive the balance of any remuneration due him. The term of each of the
Executive's Employment Agreement is three (3) years from the date of execution
of the Employment Agreement with a renewal period of two (2) years, such renewal
to occur automatically unless either the Company or the Executive terminates the
Employment Agreement upon six (6) months written notice.
COMPENSATION OF DIRECTORS
Each director who is not an officer or an employee of the Company (an
"Outside Director") received $12,000 in compensation for the fiscal year
ended July 31, 1995. Under the 1994 Stock Option Plan, each Outside Director
shall automatically receive, on the day immediately following the date of
each annual meeting of stockholders and as long as such director is a member
of the Board of Directors, an option ("Director's Option") to purchase 7,500
shares of Common Stock. The exercise price of each share subject to a
Director's Option shall be equal to the fair market value of the Common Stock
on the date of grant. Director's Options are exercisable in four equal annual
installments commencing one year from the date the option is granted and
expires 10 years after the date of grant or 90 days after the termination of
the director's service on the Board. During the fiscal year ended July 31, 1995,
each Outside Director received an option to purchase 7,500 shares of Common
Stock.
BOARD OF DIRECTORS COMPENSATION REPORT
The Company strives to apply a uniform philosophy to compensation for all
of its employees, including the members of its senior management. This
philosophy is based on the premise that the achievements of the Company
result from the combined and coordinated efforts of all employees working
toward common goals and objectives.
The goals of the Company's compensation program are to align remuneration
with business objectives and performance, and to enable the Company to retain
and competitively reward executive officers who contribute to the long-term
success of the Company. The Company's compensation program for executive
officers is based on the following principles, which are applicable to
compensation decisions for all employees of the Company. The Company attempts
to pay its executive officers competitively in order that it will be able to
retain the most capable people in the industry. Information with respect to
levels of compensation being paid by comparable companies is obtained from
various publications and surveys.
During the last fiscal year, the compensation of executive officers
consisted principally of salary and bonus and the Company granted stock
options to its executive officers, additional grants of which may be made in
the future. The cash portion of such program includes base salary and annual
bonuses, which are awarded in the discretion of the Board of Directors.
Salary levels have been set based upon historical levels, amounts being paid
by comparable companies and performance. The Company's equity-based
compensation consists of the award of discretionary stock options, which are
designed to provide additional incentives to executive officers to maximize
shareholder value. Through the use of extended vesting periods, the option
program is designed to encourage executive officers to remain in the employ
of the Company. In addition, because the exercise prices of such options are
typically set at or above the fair market value of the stock on the date the
option is granted, executive officers can only benefit from such options if
the trading price of the Company's shares increases, thus aligning their
financial interests directly with those of the shareholders.
401(k) PLAN
The Company has adopted a salary reduction profit sharing plan which is
generally available to employees of the Company and any subsidiary of the
Company. Officers and directors who are employees of the Company participate
in the Plan on the same basis as other employees.
9
<PAGE>
The Plan permits voluntary contributions by employees in varying amounts
up to 15% of annual earnings (not to exceed the maximum allowable in any
calendar year which is $9,240 for 1995). Employee contributions are made by
salary reduction under Section 401(k) of the Internal Revenue Code of 1986
and are excluded from taxable income of the employee. The Company may also
contribute additional discretionary amounts as it may determine.
All employees of the Company who are twenty-one (21) years or older and
have been employed by the Company for a minimum of six (6) months are
eligible to participate in the Plan. Employees who have more than 500 hours
of service per service year, but less than 1,000 hours per service year, are
still considered members of the Plan, but contribution allocations and
vesting will not increase during such time.
A participant's account is distributed to him upon retirement or
termination of employment for any reason and in certain other limited
situations. The amount of the Plan allocation attributable to the Company's
discretionary contributions will vest in accordance with a schedule. To date,
the Company has made no discretionary contributions to the Plan.
1994 STOCK OPTION PLAN
On November 8, 1994, the Board of Directors of the Company approved the
adoption of the 1994 Stock Option Plan (the "1994 Plan") which provides for
the awarding of the Company's Common Stock to selected key employees and
directors of the Company and on January 18, 1995, the Company's shareholders
approved the 1994 Plan. The 1994 Plan authorizes the awarding of up to
950,000 shares of the Company's Common Stock in the aggregate. The awards
under the 1994 Plan are subject to restrictions on transferability, are
forfeitable in certain circumstances and are exercisable at such time or
times and during such period as shall be set forth in the option agreement
evidencing such option. During the fiscal year ended July 31, 1995, 134,525
shares of the Company's Common Stock were awarded under the 1994 Plan.
INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has in effect, with Chubb Insurance Group under a policy
effective January 20, 1995, and expiring on January 21, 1996, insurance
covering all of its directors and officers and certain other employees of the
Company against certain liabilities and reimbursing the Company for
obligations which it incurs as a result of its indemnification of such
directors, officers and employees. Such insurance has been obtained in
accordance with the provisions of Section 726 of the Business Corporation Law
of the State of New York. The annual premium is $122,500.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Enzo Clinical Labs, Inc. ("Enzolabs"), a subsidiary of the Company, leases
a facility located in Farmingdale, New York from Pari Management Corporation
("Pari"). Pari is owned equally by Elazar Rabbani, Shahram Rabbani and Barry
Weiner and his wife, the officers and directors of Pari. The lease which
commenced on December 20, 1989 and terminates on November 30, 2004 provides
for a minimum net annual rent of $515,000 through December 31, 1996 and
$818,250 for the period beginning January 1, 1997, subject to annual cost of
living adjustments. During fiscal 1995, Enzolabs paid $729,433 (including
$95,214 in real estate taxes) to Pari with respect to such facility. The
Company, which has guaranteed Enzolabs' obligations to Pari under the lease,
believes that the lease terms are as favorable to the Company as would be
available from an unaffiliated party.
This report has been provided by the Board of Directors of the Company.
Elazar Rabbani, Ph.D.
Shahram K. Rabbani
Barry W. Weiner
John J. Delucca
John B. Sias
The compensation report shall not be deemed to be incorporated by
reference in any filing by the Company under the Securities Act of 1933 or
the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates such report.
10
<PAGE>
PERFORMANCE GRAPH
The graph below compares the five-year cumulative shareholder total return
based upon an initial $100 investment (assuming the reinvestment of
dividends) for Enzo Biochem, Inc. Shares with the comparable return for the
American Stock Exchange Market Value Index and two peer issuer indexes
selected on an industry basis. The two peer group indexes include: (i) 50
biotechnology companies engaged in the research and development of diagnostic
substances and (ii) 30 companies engaged in the medical laboratories
business. All of the indexes include only companies whose common stock has
been registered under Section 12 of the Securities Exchange Act of 1934 for
at least the time frame set forth in the graph.
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related
disclosure shall not be deemed to be incorporated by reference in any filing
by the Company under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that the Company specifically incorporates
the graph and such disclosure by reference.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
COMPANY, PEER GROUPS AND AMEX MARKET INDEX
550|-------------------------------------------------------------|
| * |
500|-------------------------------------------------------------|
| |
450|-------------------------------------------------------------|
| |
400|-------------------------------------------------------------|
D | |
O 350|-------------------------------------------------------------|
L | |
L 300|-------------------------------------------------------------|
A | * * |
R 250|-------------------------------------------------------------|
S | |
200|-------------------------------------------------------------|
| # |
150|-------------------------------------------------------------|
| &#$ *&#$ &#$ $# $& |
100|-------------------------------------------------------------|
| & |
50|-------------------------------------------------------------|
| * |
0|----------|---------|-----------|-----------|-----------|----|
1991 1992 1993 1994 1995
- - - - - - -------------------------------------------------------------------------------
1991 1992 1993 1994 1995
- - - - - - -------------------------------------------------------------------------------
*=ENZO BIOCHEM INC 19.64 132.14 278.57 271.43 506.45
- - - - - - -------------------------------------------------------------------------------
&=BIOTECH PEERS 137.35 121.00 108.34 94.30 138.96
- - - - - - -------------------------------------------------------------------------------
$=MEDICAL LAB PEERS 126.85 127.01 109.65 116.22 121.30
- - - - - - -------------------------------------------------------------------------------
#=AMEX MARKET 105.82 114.13 124.62 127.72 154.90
- - - - - - -------------------------------------------------------------------------------
ASSUMES $100 INVESTED ON AUGUST 1, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JULY 31, 1995
11
<PAGE>
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP, as independent
auditors, to audit the accounts of the Company for the fiscal year ending
July 31, 1996. The Board of Directors approved the reappointment of Ernst &
Young LLP (the firm resulting from the merger of Ernst & Whinney and Arthur
Young & Company, which has been engaged as the Company's independent auditors
since 1983). Ernst & Young LLP has advised the Company that neither the firm
nor any of its members or associates has any direct financial interest in the
Company or any of its affiliates other than as auditors. Although the
selection and appointment of independent auditors is not required to be
submitted to a vote of shareholders, the Directors deem it desirable to
obtain the shareholders' ratification and approval of this appointment.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2 RELATING TO THE
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR
PR0XIES A CONTRARY CHOICE.
GENERAL
The Management of the Company does not know of any matters other than
those stated in this Proxy Statement which are to be presented for action at
the meeting. If any other matters should properly come before the meeting, it
is intended that proxies in the accompanying form will be voted on any such
matters in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the
shareholders in connection with this solicitation. In addition to the
solicitation of proxies by use of the mails, officers and regular employees
may solicit the return of proxies. The Company may reimburse persons holding
stock in their names or in the names of other nominees for their expense in
sending proxies and proxy material to principals. In addition, Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004, the
Company's transfer agent, has been engaged to solicit proxies on behalf of
the Company for a fee, excluding expenses, of $3,750. Proxies may be
solicited by mail, personal interview, telephone and telegraph.
The Company will provide without charge to each person being solicited by
this Proxy Statement, upon the written request of any such person, a copy of
the Annual Report of the Company on Form 10-K for the year ended July 31,
1995 (as filed with the Securities and Exchange Commission) including the
financial statements and the schedules thereto. All such requests should be
directed to Barry W. Weiner, Secretary, Enzo Biochem, Inc., 60 Executive
Boulevard, Farmingdale, New York 11735.
All proposals of shareholders intended to be included in the Proxy
Statement to be presented at the next Annual Meeting of Shareholders must be
received at the Company's executive office in Farmingdale, New York, no later
than July 30, 1996.
By Order of the Board of Directors
Barry W. Weiner, Secretary
Dated: November 28, 1995
12
<PAGE>
PROXY
ENZO BIOCHEM, INC.
60 EXECUTIVE BOULEVARD, FARMINGDALE, NEW YORK 11735
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Shahram K. Rabbani and Elazar Rabbani as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the
Common Stock of Enzo Biochem, Inc. held of record by the undersigned on
November 27, 1995, at the Annual Meeting of Shareholders to be held on
January 12, 1996 or any adjournment thereof.
1. Election of John J. Delucca and Barry W. Weiner as Class II Directors
FOR all nominees listed above [ ] WITHHOLDING AUTHORITY [ ]
(except as marked to the contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, print
that nominee's name on the line provided below.)
- - - - - - -----------------------------------------------------------------------------
2. To ratify the appointment of Ernst & Young LLP as the independent auditors
for the Company for the fiscal year ending July 31, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be voted for
Proposals 1 and 2. Please sign exactly as name appears below. When shares
are held by joint tenants, both should sign.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Dates:_________________________________, 1995
Signature:___________________________________
Signature if held jointly:___________________
(When signing as attorney, as executor, as
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.)
